BRIEF 


W.  P.  Black  and  C.  B.  Waite, 


BRIEF  OF  ROBERT  RAE, 


/4s  Secretary  of  the  Board  of  Lady  Managers  of 
the  World's  Columbian  Exposition. 


PREPARED  FOR  THE  SECRETARY  OF  THE  TREASURY, 

,1  I  '  N  K. 


CHICAGO: 

PAMKI.N  I'ITKIN  \-   HAI.I.,  I'KINTKKS, 
i  8  ()  i  . 


DEACCESS10NED  BY 

CHICAGO  HISTORICAL  SOCIElt 

PRINTED  COLLECTIONS 


BRIEF  OF  POINTS  AND  SUGGESTIONS 

FOR  CONSIDERATION    BEFORE  THE  GOVERN- 
MENT OFFICIALS,  IN  THE  MATTER   OF 

» 

MISS  PHOEBE  COUZINS, 

SECRETARY  OF  THE  BOARD  OF  LADY  MANAGERS  OF 
THE  WORLD'S  COLUMBIAN  EXPOSITION. 


By  Section  6  of  the  Act  of  Congress  creating  the 
World's  Columbian  Commission  (approved  April  25th, 
1890),  it  was  amongst  other  things  provided  as  fol- 
lows: 

"And  said  Commission  is  authorized  and  re- 
quired to  appoint  a  Board  of  Lady  Managers  of  such 
number,  and  to  perform  such  duties  as  may  be  pre- 
scribed by  said  Commission.  Said  Board  may  appoint 
one  or  more  members  of  all  committees  authorized  to 
award  prizes  for  exhibits  which  may  be  produced  in 
whole  or  in  part  by  female  labor. " 

It  is  plain  that  a  proper  construction  of  this  pro- 
vision of  the  Act,  which  is  the  only  provision  in  the  law 
touching  the  matter  of  the  Board  of  Lady  Managers  or 
referring  to  the  duties,  powers  and  privileges  of  such 
Board,  is  in  substance  as  follows : 

(1)  The  Act  is  clearly  mandatory,  in  requiring  the 
appointment  of  the  Board  of  Lady  Managers ;  but  the  time 
of  such  appointment, as  well  as  the  number  of  members, 
is  left  to  the  discretion  of  the  Commission. 

(2)  The  duties  of  the  Board  of  Lady  Managers  are 
to  be  such  as  are  "prescribed    by  said    Commission." 


This  imposes,  by  the  canons  of  construction,  the  duty 
upon  the  Commission  to  prescribe,  and  this  means  to 
lay  down  in  writing,  the  duties  of  the  Board  of  Lady 
Managers.  And  it  is  specially  to  be  noted  that  this 
prescribing  of  the  duties  of  the  Board  of  Lady  Managers 
is  to  be,  by  the  express  terms  of  the  Act,"  by  said  Com- 
mission." 

We  maintain  that  this  authoritative  prescribing  of 
duties  for  the  direction  of  the  Board  of  Lady  Managers, 
is  not  a  matter  which  the  Commission  can  delegate  to 
any  of  its  committees.  •  It  is  not  according  to  the  obvi- 
ous purposes  of  the  Act,that  the  Board  of  Lady  Managers 
when  constituted,  should  be  subordinated  in  its  action 
to  the  committees  or  officials  of  the  Commission.  The 
Commission  as  a  whole  is  to  prescribe,  that  is,  declare 
officially  and  authoritatively,  the  duties  of  the  Board 
of  Lady  Managers,  and  then  the  Woman's  Board, 
a  Board  of  Lady  Managers  of  the  World's  Columbian 
Exposition,provided  for  under  an  act  of  Congress,  and 
having  their  powers  derived  from  that  Act,is  empow- 
ered by  the  Act  of  Congress  in  every  necessary  measure 
for  the  performance  of  the  duties  prescribed  to  and  im- 
posed upon  them. 

(3)  This  view  of  the  dignity  and  independence  of 
the  Board  of  Lady  Managers  when  once  organized  is 
enforced  by  a  consideration  of  the  last  sentence  of  the 
6th  Section.  That  Section  provides  that  the  Board  of 
Lady  Managers  shall  have,  as  a  matter  of  right  under 
the  Act  of  Congress,  the  appointment  of  one  or  more 
members  of  every  committee  "authorized  to  award 
prizes  for  exhibits  which  may  be  produced  in  whole  or 
in  part  by  female  labor. "  Other  duties  may  be  pre- 
scribed for  the  Board  of  Lady  Managers  by  the  Com- 
mission, but  not  even  the  Commission  can  prevent  the 
exercise  by  the  Board  of  Lady  Managers  of  this  abso- 


lutely  independent  right  of  appointment  of   one  or  more 
members  of  the  committees  above  designated. 

We  conclude  upon  this  point  that  the  Board  of 
Lady  Managers  exists  directly  under  and  by  virtue  of 
the  special  provisions  of  the  Act  of  Congress :  that  its 
jmwcrs  are  derived  from  that  Act,  and  not  from  any 
action  of  the  Commission ;  that  within  certain  limits  it 
is  a  body  of  co-ordinate  power  and  dignity  with  the  Com- 
mission itself ;  that  the  Commission  was  vested  with 
the  discretion  as  to  when  the  Board  of  Lady  Managers 
should  be  organized,  and  as  to  the  number  of  its  mem- 
bers ;  that  the  Commission  was  vested  with  the  power 
to  prescribe  the  duties  of  the  Board  of  Lady  Managers, 
but  not  to  control,  direct  or  supervise  the  Board  of 
Lady  Managers  in  the  exercise  of  its  powers,  nor  in  the 
agencies  by  which,  or  the  methods  in  which,  that  Board 
would  perform  the  duties  prescribed  by  the  Com- 
mission. 

We  understand  this  to  be  substantially  the  view 
taken  by  the  Treasury  Department  as  to  the  status  of  the 
members  of  the  Board  of  Lady  Managers,  as  evidenced 
by  the  letter  of  the  Honorable,  the  Secretary  of  the 
Treasury  to  the  President  of  the  Commission,  dated 
October  2Sth,  1890,  and  which  is  to  be  found  in  full  at 
pages  70  and  71  of  the  "Official  minutes  of  the  Execu- 
tive Committee  of  the  World's  Columbian  Commission, 
from  its  organization,  September  17th,  1890,  to  Novem- 
ber 26th,  1890." 

II. 

At  the  first  session  of  the  World's  Columbian  Com- 
mission, upon  the  fourth  day  thereof,  :he  following  reso- 
lution, as  amended,  was  adopted  by  the  Commission  : 
(See  Official  Manual  of  the  World's  Columbian  Com- 
mission, page  28 :) 


"Resolved  ;  That  there  shall  be  constituted  a 
"  Board  of  Lady  Managers,  consisting  of  two  women 
"  and  alternates  therefor,  from  each  State  and  Territory, 
"  and  the  District  of  Columbia,  which  shall  be  known  as 
"the  Woman's  Department  of  the  World's  Columbian 
"  Commission,  and  the  Commissioners  from  each  state 
<'and  territory,  and  the  District  of  Columbia,  shall 
"  nominate  from  their  respective  States  and  Territories, 
"and  the  District  of  Columbia,  such  Lady  Managers, 
"  and  the  President  of  this  Commission  shall  appoint 
"  said  nominees  to  said  Board  of  Lady  Managers,  and 
"  in  addition  to  the  members  from  each  State  and  Ter- 
"  ritory,  and  the  District  of  Columbia,  the  President  of 
"the  Commission  may  appoint  nine  women  of  the  City 
"of  Chicago.  The  respective  Commissioners  at-large 
"shall  in  like  manner  nominate  eight  women  and  alter- 
"nates-at-large  to  act  upon  said  Board  of  Lady  Man- 
"  agers,  and  that  the  whole  number  of  women  so  norni- 
"nated  and  appointed  shall  constitute  the  Board  of 
"Lady  Managers  contemplated  by  the  Act  of  Congress." 

Under  this  resolution  the  members  of  the  Board 
of  Lady  Managers  were  named  and  duly  appointed ;  one 
of  such  member?  from  the  State  of  Missouri  being  Miss 
Phoebe  Couzins. 

After  this  action,  providing  for  the  membership  of 
the  Board  of  Lady  Managers,  the  Executive  Committee 
of  the  Commission,  at  its  session  of  October  21,  1890,  ' 
requested  the  President  of  the  Commission  to  call  a 
meetiag  of  the  Board  of  Lady  Managers,  in  the  City  of 
Chicago,  for  the  19th  day  of  November,  1890,  "for  the 
purpose  of  organizing,  and  the  transaction  of  such  other 
busines^  as  may  come  before  such  Beard."  (Official 
minutes  of  the  Executive  Committee,  etc.,  pp.  51-57). 

Pursuant  to  this  request  of  the  Executive  Commit- 
tee of  the  Commission,  a  call  was  issued,  convening  the 


Board  of  Lady  Managers  in  Chicago  on  the  day  desig- 
nated, and  in  accordance  with  that  call  said  Board  of 
Lady  Managers  met  and  organized.  Upon  the  second 
day  of  its  session  the  Board  of  Lady  Managers  elected 
Mrs.  Potter  Palmer  President  of  the  Board ;  and  later 
upon  the  same  day,  Miss  Phoebe  \V.  Couzins  was  elected 
permanent  Secretary  of  said  Board  of  Lady  Managers. 
(See  Official  Record  of  the  Board  of  Lady  Managers, 
etc.,  page  17.) 

On  the  25th  day  of  November,  -1890,  being  the 
seventh  day  of  the  third  session  of  the  World's  Columbian 
Commission, a  Sub-Committee  of  the  Executive  Committee 
of  that  Body  made  a  report,  recommending  that  the  salary 
of  the  Secretary  of  the  BoaVd  of  Lady  Managers  be  iixed 
at  >  1,500:  (See  Official  Manual,  etc.,  page  288),  which 
report  was,  on  the  following  day,  amended  to  make  said 
salary  $2,000  per  annum,  and  as  so  amended  was  adopted. 
(See  Official  Manual,  page  305.) 

Immediately  upon  her  election,  Miss  Couzins  entered 
upon  the  discharge  of  her  office,  and  so  continued  to  act 
without  interference  until  the  occurrences  hereinafter  re- 
ferred to. 

III. 

At  the  second  session  of  the  Commission,  and  on  the 
first  day  thereof,  the  Committee  on  Permanent  Organiza- 
tion made  '.ts  report,  by  which  it  was  provided  as  to  the 
duties  of  the  Executive  Committee  as  follows  :  (Official 
Manual,  page  68) : 

"The  Executive  Committee  shall  have  all  the  powers 
"of  the  National  Commission  when  that  body  is  not  in 
"session,  excepting  in  cases  in  which  the  Act  of  Congress, 
"in  express  terms,  requires  the  action  of  the  Commission- 
"ers,  or  a  majority  of  the  Commissioners." 

But  by  the  By-laws   adopted    by  the    Commission 


(See  Official  Manual,  page  320)  the  provisions  in  refer, 
ence  to  the  Executive  Committee,  as  found  in  article  5  of 
the  By-laws,  are  as  follows : 

"There  shall  be  an  Executive  Committee,  consisting 
"of  twenty- six  members,  of  whom  the  President  shall  be 
"one,  and  ex-officio  Chairman,  and  the  remaining  twenty- 
"five  shall  be  by  him  appointed  in  accordance  with  the 
"spirit  of  the  Act  of  Congress.  The  said  Committee,  when 
"the  Commission  is  not  in  session,  shall  have  all  the  powers 
"of  the  National  Commission,  except  in  cases  in  which  the 
"Act  of  Congress  requires  the  action  of  the  Commission  or 
"a  majority  of  the  Commissioners.  A  majority  of  its 
"members  shall  constitute  a  quorum,  and  the  Committee 
"may  make  such  regulations  fur  its  own  government  and 
"the  exercise  of  its  functions  through  the  medium  of  such 
"Sub-Committees  as  it  may  consider  expedient.  This 
"Committee  shall  select  such  employes  and  agents  as  may 
"be  necessary,  shall  define  their  duties  and  fix  their  com- 
"pensation :  Provided,  however,  that  this  Section  shall 
"only  apply  to  such  employes  and  agents  as  the  Director 
"General  is  not  expressly  authorized  to -select  and  ap- 
"point.  They  shall  report  fully  all  their  transactions  to 
"the  Commission  at  its  stated  and  special  meetings.  In 
"case  of  any  vacancy  in  the  Committee,  the  same  shall  be 
"filled  by  appointment  by  the  President.  In  all  cases 
"where  Commissioners  who  are  members  of  the  Executive 
"Committee  are  absent,  their  alternates  are  directed  to 
"represent  them  on  that  Committee." 

This  By-law  was  adopted  by  the  Commission  on  the 
third  day  of  its  second  session,  September  17th,  1S90. 
(See  Official  Manual,  page  95.) 

It  will  be  observed  from  a  careful  reading  of  this 
By-law,  that  the  Commission  expressly  reserves  from  the 
jurisdiction  of  its  Executive  Committee  all  matters  as  to 
which  "the  Act  of  Congress  requires  the  action  of  the 


Commission."  One  of  the  matters,  as  above  suggested, 
as  to  which  the  Act  of  Congress  in  express  terms  requires 
the  action  of  the  Commission,  is  the  matter  of  prescribing 
the  duties  of  the  Board  of  Lady  Managers. 

A  Sub-Committee  of  the  Committee  on  Permanent  Or- 
ganization made  a  report  on  the  first  day  of  the  second 
session  of  the,  Commission,  found  at  pages  75  and  76  of 
the  Official  Manual,  attempting  to  define  "the  duties  and 
powers  of  the  Board  of  Lady  Managers  of  the  World's  Col- 
umbian Commission."  Cn  the  following  day  (See  Official 
Manual,  page  86),,  the  report  was  "referred  to  the  Ex- 
ecutive Committee,  when  appointed,"  with  instructions 
to  that  Committee  to  report  on  Thursday  morning.  As 
a  matter  of  fact  the  Executive  Committee  did  not  report 
on  Thursday  morning  folio  whig  upon  this  special  subject, 
and  the  only  action  ever  taken  by  the  Commission  looking 
to  the  defining  of  the  duties  and  powers  of  the  Board 
of  Lady  Managers,  except  as  hereinafter!  specially  set 
forth,  is  the  action  evidenced  by  Article  XI  of  the  By-laws. 
That  Article  is  as  follows  (See  Official  Manual,  page  326  :) 

"The  Board  of  Lady  Managers  shall  consist  of  two 
"women  from  each  state  and  territory  and  the  District 
"of  Columbia,  to  be  nominated  by  commissioners  from 
"the  several  states  and  territories  and  the  District  of 
"Columbia,andofone  woman  to  be  nominated  by  each  of 
"the  Commissioners-at-Large,  _  and  to  be  appointed  by 
"the  President;  and  also  nine  women  of  the  City  of  Chi- 
"cago,  to  be  appointed  by  the  President,  as  has  been  ex.- 
"pressly  determined  by  theorder  of  the  Commission  ;and 
"a  like  number  of  alternates,  to  be  appointed  in  the 
"same  manner  as  the  principals  and  to  assume  the 
"duties  and  functions  of  such  principals  only  when  the 
"principals  are  unable  to  attend.  Principals  andalter- 
"nates  shall  be  duly  commissioned  in  accordance  with 
"the  direction  of  the  Commission.  The  Board 


"Managers  shall  be  convened  by  the  order  of  the  Execu- 
"tive  Committee  -of  the  Commission,  at  snch  time  and 
"place  as  it  may  deem  proper,  and,  when  BO  conrened, 
"shall  organize  by  the  election  of  a  chairman  and  see- 
"retary.  The  duration  of  such  first  meeting,  as  well  as 
"the  number  and  duration  of  each  subsequent  meeting, 
"shall  be  wholly  under  the  control  and  be  determined 
"by  said  Executive  Committee.  The  members  of  this 
"Board  shall  be  officers  of  the  Commission,  and  shall 
"perform  such  duties  in  connection  with  the  Woman's 
"Department  of  the  Exposition  as  said  Executive  Com- 
"mittee  shall  prescribe.  Each  member  of  the  board 
"shall  be  entitled  to  receive  six  dollars  per  day  for  each 
"day  necessarily  absent  from  home  engaged  in  the 
"work  of  the  Commission,  and  also  the  expenses  for 
"transportation,  actually  incurred  by  her  on  that  ac- 
"count.  The  alternates  shall  receive  no  compensation 
"nor  expenses  for  transportation,  except  in  cases  where 
"their  principals  are  unable  to  attend  to  the  duties  as- 
signed to  them.  No  expenses  for  transportation  shall 
"be  allowed  except  the  travel  be  authorized  by  the  said 
"Executive  Committee  and  certified  accordingly." 

An  attempt  was  apparently  made  by  Article  XI  of 
the  By-laws  thus  adopted  to  place  the  Board  of  Lady 
Managers  in  subjection  to  the  Executive  Committee  of 
the  Commission,  particularly  by  that  clause  of  the  rule 
which,  reads  as  follows:  "The  members  of  this  Board 
"shall  be  officers  of  the  Commission,  and  shall  perform 
"such  duties  in  connection  with  the  Woman's  Depart- 
"ment  of  the  Exposition  as  said  Executive  Committee 
"shall  prescribe." 

Here  was  an  effort  to  delegate  to  the  Executive  Com- 
mittee the  power  to  prescribe  the  duties  of  the  Board  of 
Lady  Managers,  in  disregard  of  the  limitation  of  Article 
V  of  the  By-laws  above  referred  to,  and  in  disregard  o* 


the  fact  that  by  the  express  terms  of  the  Act  of  Congress 
the  duties  of  the  Board  of  L;uly  Managers  were  to  be 
prescribed  by  the  Commission  and  by  the  Commission 
alone. 

As  to  this  particular  point,  however,  in  the  contro- 
versy now  before  us,  nothing  further  need  now  be  said 
perhaps,  other  than  that  as  a  matter  of  fact  the  Execu- 
tive Committee  never  did  attempt  to  prescribe  the  duties 
of  the  Board  of  Lady  Managers,  under  the  power  thus 
attempted  to  be  delegated  by  the  Commission  to  its  Ex- 
ecutive Committee,  save  that  at  its  meeting  on  the  26th 
of  November,  1890,  said  Executive  Committee  adopted 
the  following  resolutions  (See  pages  101  and  102  of 
official  minutes  of  executive  committee,  etc.) : 

" Resolved,  That  the  work  of  the  Board  of  Lady  Man- 
agers is,  by   the   By-laws  of  the  Commission,  placed 
.  "under  the*  direction  and  control  of  the  Executive  Com- 

'mittee  ( ?) ;  that  the  methods  and  agencies  adopted  by 
"them  in  carrying  forward  the  duties  imposed  upon  them 
"by  the  Act  of  Congress  shall  be  devised  and  executed 

'by  said  Board  without  any  direction  or  control  of  this 
"Committee,  but  subject  to  the  approval  of  this  Com- 
"mittee;  that  we  will  recommend  the  construction  of  a 

suitable  building  or  pavilion  on  the  Exposition  Grounds, 

'to  be  placed  under  the  control  of  the  Board  of  Lady 
''Managers  for  official  and  other  purposes ;  that  we 
"respectfully  request  the  Board  of  Lady  Mana- 
gers to  work  in  conjunction  with  this  Com- 
"mittee  and  the  National  Commission  in  efforts 
"to  interest  the  people  of  the  respective  states  and  ter- 
ritories and  the  District  of  Columbia  in  the  success  of 
"the  World's  Columbian  Exposition;  that  we  do  not 
"deem  it  expedient  at  this  time  to  formulate  any  fur- 
"ther  instructions  to  the  Board  of  Lady  Managers  more 
"explicitly  defining  their  duties,  but  will  appoint  a  sub- 


•     I0 

"committee  of  this  Committee  to  confer  with  a  commit- 
tee of  their  Board,  at  an  early  date,  for  the  purpose  of 
"more  fully  prescribing  their  duties;  that  wewilbjoin 
"with  the  Board  of  Lady  Managers  in  a  recommenda- 
tion to  Congress  to  make  additional  appropriation  to 
"pay  the  expenses  of  said  Board,  if  they  so  desire ;  that 
"we  congratulate  the  Board  of  Lady  Managers  of  this 
"Commission  upon  their  complete  organization  and 
"their  great  success  in  the  selection  of  their  eminent  offi- 
"cials,  and  we  wish  them  God-speed  in  their  noble 
"work." 

IV. 

On  the  seventh  day  of  the  third  session  of  the  Com- 
mission, November  25th,  1890,  the  Commission  received 
and  adopted  a  report  of  a  Conference  Committee,  which 
report  was  signed  by  eight  members  of  the  Commission 
and  eight  members  of  the  Directory  of  the  Chicago 
World's  Fair  Association,  proposing  the  constitution  of 
the  Committee  of  Conference  (See  Official  M'anual,  etc., 
p.  276),  and  later  on  the  same  day  the  Committee 
adopted  Article  Seventeenth  of  its  By-laws,  as  follows  ; 
(See  Official  Manual,  etc.,  pp.  299-300) : 

"There  shall  be  a  Board,  to  be  designated  Board  of 
•"Reference  and  Control,  to  consist  of  the  President  of 
"the  Commission,  the  Vice-Chairman  of  the  Executive 
"Committee,  and  six  members  of  the  Commission,  to 
"be  appointed  by  the  President,  upon  which  Board  are 
"conferred  all  the  powers  and  duties  of  the  Commission, 
"when  the  said  Commission  and  its  Executive  Commit- 
"tee  shall  not  be  in  session,  except  in  cases  in  which  the 
"Act  of  Congress  requires  the  action  of  the  Commission, 
"or  of  a  majority  of  the  Commissioners ;  said  Board  of 
"Reference  and  Control,  with  a  like  Committee  of  the 
"Directory  of  the  World's  Columbian  Exposition,  to  be 


1 1 

"appointed  by  the  President  thereof,  shall  constitute  a 
"Committee  of  Conference  to  which  shall  be  referred  all 
"matters  of  difference,  and  the  joint  action  of  the  two 
"Boards,  constituting  the  Joint  Committee,  on  such  mat- 
ters of  difference  shall  be  conclusive.  The  said  Board 
"of  Conference  and  Control  shall  keep  accurate  records 
"of  all  its  proceedings,  and  make  full  reports  of  the  same 
"to  the  Commission  at  each  session  thereof,  within  the 
"first  two  days  of  the  session." 

It  is  understood  that  the  organization  of  this  Com- 
mittee was  with  special  reference  to  providing  a  small 
body  for  the  convenient  settlement  and  adjustment  of 
matters  of  difference  then  existing,  or  that  might  thereafter 
arise,  between  the  two  organizations,  the  Chicago 
World's  Fair  Directory  and  the  Commission ;  and  Arti- 
cle VII  of  the  By-laws  must  be  read  in  the  light  of 
this  situation,  in  order  to  have  a  full  understanding  of 
its  provisions  and  scope. 

It  is  to  be  observed,  however,  that  in  this  article  of 
the  By-laws,  as  in  Article  V,  heretofore  quoted,  there  is 
an  express  withholding  from  this  Committee  of  all  power, 
in  any  case  where  "the  Act  of  Congress  requires  the  ac- 
tion of  the  Commission,  or  of  a  majority  of  the  Com- 
missioners." It  is  suggested  that  for  this  Committee  of 
Reference  and  Control  to  attempt  to  prescribe  duties  to 
the  Board  of  Lady  Managers,  or  to  supervise  its  per- 
formance of  its  duties,  or  its  exercise  of  the  powers 
vested  in  it  under  the  Act  of  Congress,  would  be  an  act 
of  pure  usurpation,  without  the  slightest  sanction  or 
authority  of  law.  It  might  be  argued,  and  we  think 
successfully,  that  even  if  there  were  no  such  limitation 
in  the  by-laws  under  consideration,  it  would  yet  result, 
from  the  well-known  doctrine  that  powers  delegated  to 
one  body  cannot  by  that  body  be  ordinarily  delegated  to 
a  committee  or  a  portion  of  the  body,  but  must  be  exer- 


12 

Cised  by  the  original  donees  of  the  power,  that  neither  the 
Commission,  nor  its  Executive  Committee,  could  give  to 
this  numerically  small  Committee  of  Eeference  and  Con- 
trol any  supervisory  direction  or  power  over,  or  in  refer- 
ence to,  the  Board  of  Lady  Managers.  But  we  do  not 
have  to  resort  to  that  argument  in  a  case  where,  as  in 
the  present  case,  so  far  from  there  being  an  attempt  by 
the  Commission  to  delegate  to  this  Board  of  Eeference 
and  Control  any  supervisory  power  over  the  Board  of  Lady 
Managers,  there  is  an  express  reservation  from  the  'ac- 
tion of  that  Committee  of  all  matters  where  by  the  Act  of 
Congress  the  action  of  the  Commission  is  required. 

It  nevertheless  appears  that  this  so-called  Board  of 
Control,  at  a  meeting  thereof  held*  on  the  26th  day  of 
February,  1891,  did  in  fact  attempt  to  assume  the  abso- 
lute control  and  direction  of  the  Board  of  Lady  Managers. 
This  appears  from  the  report  of  the  Board  of  Control 
made  under 'date  of  March  31st,  1891,  to  the  "World's 
Commission  at  its  fourth  session,  on  the  first  day  there- 
of, to- wit,  April  1st,  1891,  which  report  appears  in  full 
in  the  Official  Minutes  of  said  session  of  said  Commission 
from  pages  9  to  19  inclusive.  The  reading  of  the  resolu- 
tions passed  by  this  so-called  Board  of  Control  is  de- 
cidedly interesting,  as  found  at  pages  17  and  18  of  the 
official  minutes  last  referred  to.  But  on  the  last  day  of 
the  fourth  session  of  the  Commission  that  body  substan- 
tially affirmed  the  action  of  the  Board  of  Control,  and 
adopted  the  following  resolutions  (See  Official  Minutes  of 
World's  Columbian  Commission,  fourth  session,  pages 
87-38) : 

"Resolved  by  this  Commission — 

"First.  That  the  Board  of  Lady  Managers  be,  and 
"they  are  hereby,  directed  and  empowered  to  appoint  one 
"or  more  members  of  all  committees  authorized  to  award 
"prizes  for  exhibits  which  may  be  produced  in  whole  or 


13 

"in  part  by  female  labor.  And  the  number  of  such 
"women  members  so  to  be  appointed  shall  be  in  propor- 
tion to  the  percentage  of  female  labor  performed  in  the 
"production  of  such  exhibits." 

"Second.  That  said  Board  shall  have  themanage- 
"ment  and  control  of  the  building  known  as  the  Woman's 
"Building." 

"Third.  That  said  Board  shall  have  general  charge 
"and  management  of  all  the  interests  of  women  in  con- 
nection with  the  Exposition,  and  it  is  hereby  recognized 
"and  declared  to  be  the  official  channel  of  communica- 
"tion  through  which  all  w.omen,  or  organizations  of 
"women,  may  be  brought  into  relation  with  the  Exposi- 
tion, and  through  which  all  applications  for  space  shall 
"be  made  for  the  exclusive  use  of  women  or  their  exhibits 
"in  the  buildings  or  for  the  construction  of  buildings  in- 
tended exclusively  for  woman's  use  in  the  Exposition; 
"and  that  in  respect  to  these  and  similar  matters  con- 
nected with  the  preparation  for,  and  the  management 
"of,  the  Exposition,  in  so  far  as  the  same  relates  to 
"woman's  work,  woman's  exhibits,  and  woman's  interests 
"in  general,  the  direction  and  approval  of  the  Board  of 
"Lady  Managers,  through  its  President,  shall  be 
"necessary  before  final  and  conclusive  action  is  taken." 

"Fourth.  That,  in  conducting  the  work  herein  as- 
signed to  said  Board  of  Lady  Managers,  the  same 
"shall  in  all  things  be  done  under  the  direction  and 
"supervision  and  with  the  approval  of  the  President  of 
"said  Board,  who  shall  have  full  and  complete  control, 
"subject  to  the  direction  of  the  Executive  Committee  of 
"said  Board  and  to  the  approval  of  the  Commission  and 
"its  Director  -General ;  and  that  all  correspondence, 
"clerical  and  working  force,  and  expenditures  of  money* 
"shall  be  directed,  ordered  and  approved  by  the  Presi- 
dent of  said  Board,  who  shall  have  all  accounts  duly 


"audited,  and  certify  the  same  to  the  Board  of  Refer- 
"ence  and  Control  for  approval." 

"Fifth.  That  owing  to  the  evident  intention  of 
"Congress  to  allow  few  meetings  of  the  full  Board  of 
"Lady  Managers,  the  Executive  Committee  thereof,  or 
"a  sub-committee  of  said  Executive  Committee,  is  here- 
"by  authorized  and  empowered,  in  the  absence  of  the 
"Board,  to  exercise  any  and  all  powers  which  said 
"Board  might  exercise  in  session,  including  the  right 
"and  privilege  of  amending  its  By-Laws,  should  said 
"Executive  Committee  or  sub-committee  at  any  time 
"deem  it  necessary  or  advisable." 

Concerning  these  resolves  it  may  not  be  out  of  place 
to  observe  briefly : 

That  the  first  resolution  adds  nothing  whatever  to 
the  powers  or  duties  of  the  Board  of  Lady  Managers, 
being  the  mere  recognition  of  the  last  clause  of  Section 
6  of  the  Act  of  Congress  creating  the  Commission.  The 
only  condition  that  we  find  in  the  resolution  supplement- 
ing the  provision  of  the  Act  of  Congress  is  that  which 
makes  the  representation  under  the  appointment  of  the 
Board  of  Lady  Managers  upon  the  committees  to  be  "in 
proportion  to  the  percentage  of  female  labor  performed 
in  the  production  of  such  exhibits.'" 

The  second  resolution,  giving  to  the  Board  of  Lady 
Managers  "the  management  and  control  of  the  building 
known  as  'the  Woman's  Building,' "  may  be  regarded  in 
the  light  of  a  prescribing  by  the  Commission  of  a  por- 
tion of  the  duties  of  the  Board  of  Lady  Managers,  to- 
wit :  The  control  and  management  of  the  building 
designated. 

So  it  may  be  said  as  to  the  third  resolution ;  that 
*  resolution  may  be  viewed  in  the  light  of  a  further  pre- 
scribing of  the  duties  to  be  performed  by  the  Beard  of 
Lady  Managers,  though  the  attempt  to  incorporate  a 


l.S 

direction  as  to  how  the  approval  of  said  Board  shall  be 
in  certain  cases  declared  or  evidenced,  is  unauthorized 
and  nugatory. 

But  the  fourth  and  fifth  resolutions  seem  to  us  to 
be  utterly  indefensible,  and  entirely  outside  of  the  pow- 
ers of  th«  Commission  under  the  Act  of  Congress.  It  is 
no  part  of  the  work  of  the  Commission,  nor  is  it  within 
the  power  of  the  Commission,  to  provide  that  the  "cor- 
respondence, clerical  and  working  force,  expenditures  of 
"money,  etc  ,  of  the  Board  of  Lady  Managers  shall  be 
"ordered  and  approved  by  the  President  of  said  Board;" 
nor  to  provide  that  in  the  conducting  of  the  work  as- 
signed to  the  Board  of  Lady  Managers,  "the  same 
"shall  in  all  things  be  done  under  the  direction  and 
"supervision  and  with  tne  approval  of  the  President  of 
"said  Board,  who  shall  have  full  and  complete  control, 
"subject  to  the  direction  of  the  Executive  Committee  of 
"said  Board  and  to  the  approv;il  of  the  Commission  and 
"its  Director-General." 

Here  is  an  attempt  at  legislation  by  the  Commis- 
sion, the  necessary  effect  of  which  would  be  to  super- 
sede the  Board  of  Lady  Managers  in  the  conduct  of  the 
work  assigned  to  that  Board,  and  to  place  all  of  that 
work  under  the  personal  direction  and  control  of  a  mere 
officer  of  the  Board  of  Lady  Managers,  to-wit,  its  Presi- 
dent ;  at  the  same  time  making  that  officer  directly  sub- 
ordinate to  the  Executive  Committee  of  the  Board  of 
.Lady  Managers  (a  committee,  by  the  way,appointed  cer- 
tainly as  to  one-half  of  its  membership,  l»y  the  President 
of  the  Board  of  Lady  Managers),  and  further  subject  to 
the  Commission  and  its  Director-General.  We  will  not 
suggest  that  there  was  a  conscious  intention  on  the  part 
of  the  Commission  to  do  so  unrepublican  and  unauthor,- 
ized  a  thing  as  to  supersede  the  Board  of  Lady  Mana- 
gers, and  put  in  its  stead  the  President  and  the  Execu- 
tive Committee  of  that  Board. 


It) 

But  while  we  will  not  make  this  suggestion,  we  are 
yet  constrained  to  say  with  reference  to  the  5th  resolu- 
tion, that  said  resolve,  if  acquiesced  in  by  all  parties, 
could  have  no  other  effect  than  to  practically  eliminate 
wholly  the  Board  of  Lady  Managers,  a  Board  existing 
under  Federal  enactment  and  deriving  its  powers  from 
Federal  legislation,  from  all  participation  in  the  work  o^ 
the  Commission,  and  of  the  Exposition, and  to  substitute 
in  lieu  thereof,  not  even,  necessarily,the  Executive  Com- 
mittee authorized  by  the  Board  of  Lady  Managers,  but 
a  sub-committee  of  that  Committee.  We  have  no  hesi- 
tation in  saying  that  a  more  surprising  procedure  has 
never  been  evidenced  in  legislation  of  this  character. 
The  attempt  of  the  Commission  to  give  to  the  Executive 
Committee  of  the  Board  of  Lady  Managers,  or  "a  sub- 
"committee  of  that  Committee,  authority  and  power,  in 
"the  absence  of  the  Board,  to  exercise  any  and  all  pow- 
"ers  which  said  Board  might  exercise  in  sessiou,  includ- 
ing the  right  and  privilege  of  amending  its  By-laws, 
"should  said  Executive  Committee  or  sub-committee  at 
"anytime  deem  it  necessary  or  advisable,"  will  be  found 
we  confidently  maintain,  happily  without  any  precedent 
whatever ;  while  we  think  we  hazard  nothing  in  saying 
that  such  an  assumption  of  power,  the  effect  of  which 
would  be  practically  to  destroy  the  Board  of  LadyMana- 
gers,required  to  be  organized  under  the  Act  of  Congress, 
and  to  substitute  therefor  a  sub-committee,  which  may 
consist  of  not  more  than  three  or  four  members, 
will  never  be  adopted  as  a  precedent  for  further 
action. 

We  would  waste  time  were  we  to  attempt  an 
elaborate  argument  in  support  of  the  proposition, 
that  the  4th  and  5th  of  this  series  of  resolutions  are 
absolutely  unauthorized,  and  therefor  of  no  force  or 
effect. 


•  V. 

The  Board  of  Lady  Managers,  at  its  session  in 
November,  1890, on  the  25th  day  of  that  month, adopted 
its  By-laws.  Concerning  the  terms  of  the  5th  By-law  a 
serious  controversy  has  arisen  between  certain  members 
of  the  Board  of  Lady  Managers.  Miss  Couzins,  the 
secretary  of  the  Board,  insists  that  the  5th  By-law  as 
passed,  providing  for  the  organization  of  the  Executive 
Committee,  and  attempting  to  define  its  power,and  du- 
ties, is  as  follows  (see  report  of  Board  of  Lady  Mana- 
gers, p.  03) : 

"There  shall  be  an  Executive  Committee,  consisting 
"of  twenty-six  members,  of  whom  the  President  shall  be 
"one,  and  ex-qfficio  Chairman,  and  the  remaining  twenty  - 
"five  shall  be  as  follows :  The  Secretary  of  the  Board  of 
"Lady  Managers,  the  twelve  Chairmen  of  the  Standing 
"Committees  and  the  twelve  appointed  by  the  President. 
"The  said  Committee,  when  the  Board  is  not  in  session, 
"shall  have  all  the  powers  of  the  Board  of  Lady  Mana- 
gers. Ten  members  shall  constitute  a  quorum,  and  the 
"committee  may  make  such  regulations  for  its  own  gov- 
ernment and  the  exercise  of  its  functions  through  the 
"medium  of  such  sub-committees  as  it  may  consider  ex- 
pedient. This  Committee  shall  recommend  to  the  Com- 
"missionsuch  employes  and  agents  as  may  be  necessary, 
"and  shall  distinctly  define  the  duties.  They  shall  re- 
"port  fully  all  their  transactions  to  the  Board  at  its 
"stated  and  special  meetings.  In  case  of  any  vacancy  in 
"the  Committee,  the  same  shall  be  filled  by  appointment 
"of  the  President.  In  all  cases  where  managers  who 
"are  members  of  the  Executive  Committee  are  absent, 
''their  alternates  are  directed  to  represent  them  on  that 
"committee." 

It  is  contended  on  the  other  hand  that  article  5th  of 
the  By-laws,  as  passed  by  the  Board  of  Lady  Managers, 


was  as  follows  (see  printed  "Stenographic  Eeport  of  Min- 
utes Board  of  Lady  Managers, "  session  of  November  25th, 
1890,  page  3) : 

"Article  Fifth.  There  shall  be  an  Executive  Com- 
"mittee  consisting  of  twenty-five  members  besides  the 
"President, — each  of  whom  shall  be  appointed  by  the 
"President — each  of  the  standing  committees  to  be  repre- 
sented on  the  executive  board.  The  said  committee, 
"when  the  Board  is  not  in  session,  shall  have  all  the 
"powers  of  the  Board  of  Lady  Managers.  Ten  members 
"shall  constitute  a  quorum,  and  the  committee  may  make 
"such  regulations  for  its  own  government  and  the  ex- 
ercise of  its  functions  through  the  medium  of  such  sub- 
"committees  as  it  may  consider  expedient.  This  com- 
"mittee  shall  recommend  to  the  Commission  such  em- 
"ployes  and  agents  as  may  be  necessary,  and  shall  dis- 
tinctly define  the  duties.  They  shall  report  fully  all 
"their  transactions  to  the  Board  at  its  stated  and  special 
"meetings.  In  case  of  any  vacancy  in  the  Committee 
"the  same  shall  be  filled  by  appointment  of  the  President. 
"In  all  cases  where  managers  who  are  members  of  the 
"executive  committee  are  absent,  their  alternates  are  di- 
rected to  represent  them  on  the  committee." 

We  cannot  at  this  juncture  settle  this  dispute.  We 
suppose  that  is  a  matter  which  must  devolve  upon  the 
Board  of  Lady  Managers  when  in  session.  It  is  not  in- 
appropriate, however,  to  call  attention  to  the  fact,  that 
the  version  of  article  fifth  of  the  by-laws  insisted  upon  by 
Miss  Couzins  as  correct,,  is  in  harmony  with  Section  four 
of  the  reportof  the  Committee  onPermanent  Organization, 
which  was  adopted- by  the  Board  of  Lady  Managers  at 
its  sessions  of  November  2ist  and  22nd,  1890,  and  which 
article  four  is  as  follows : 

"There  shall  be  an  Executive  Committee,  composed 
"of  twenty-six  members.  Its  members  shall  consist  of 


19 

"the  President  and  Secretary  of  the  Board  of  Lady  Man- 
agers, ex-qfficio,  and  of  the  twelve  members  of  the 
"Standing  Committee,  chosen  hy  them  to  serve  on  this 
"Committee,  and  the  other  twelve  to  be  appointed  by 
"the  President." 

The  parallelism  between  this  article  of  the  provis- 
ions as  to  permanent  organization,  winch,  from,  an 
inspection  of  the  minutes,  appears  never  to  have  been 
amended  or  qualified,  and  article  fifth  of  the  by-laws  as 
insisted  upon  by  Miss  Couzins,  is  too  obvious  for  con- 
troversy ;  while  the  absolute  want  of  harmony  between 
the  scheme  of  organization,  as  evidenced  by  article  four, 
quoted,  and  the  version  of  by-law  five  insisted  upon  by 
those  opposing  Miss  Couzins,  is  equally  obvious. 

As  we  have  before  stated,,  the  question  as  to  who  is 
right  as  to  by-law  five,  is  a  question  that  we  suppose 
must  be  referred  to  and  determined  by  the  Board  of 
Lady  Managers.  Its  significance  in  this  discussion  is 
because  of  the  question  of  the  legality  of  the  organiza- 
tion of  the  Executive  Committee  of  the  Ladies'  Board  in 
fact  attempted  to  be  constituted  by  the  President  thereof. 
But  to  maintain  that  that  executive  committee  is  not 
legally  constituted,  we  do  not  have  to  maintain  that 
Miss  Couzins'  version  of  by-law  five  is  correct.  Under 
this  by-law,  as  contended  for  by  those  opposing  her,  the 
present  Executive  Committee  is  clearly  an  illegal  body, 
and  for  this  reason  : 

Whichever  version  of  the  by-law  be  adopted  as 
correct,  it  was  required  under  by-law  five  that  each  of 
the  twelve  standing  committees  of  the  Board  of  Lady 
Managers  should  be  represented  on  the  Executive  Com- 
mittee. As  a  matter  of  fact  the  Standing  Committees 
have  pever  been  designated.  The  Executive  Committee 
as  it  to-day  claims  to  exist,  and  be  constituted,  is  the 
mere  and  utterly  irresponsible  creation  of  the  President 


2O 

of  the  Board  of  Lady  Managers.  With  no  Standing 
Committees  appointed,  and  therefore,  no  possibility  of 
giving  such  Standing  Committees  representation  upon 
the  Executive  Committee,  and  denying  to  Miss  Couzins 
any  place  thereon,  the  President  of  the  Board  of  Lady 
Managers  has  called  about  her  twenty-five  ladies,  who 
owe  their  position  upon  that  Executive  Committee  abso- 
lutely and  solely  to  their  selection  by  said  President. 
Ten  of  these,  by  provision  of  the  by-law,  constitute  a 
quorum,  and  upon  these  ten  satellites  of  this  resplendent 
planet,  the  President  of  the  Board  of  Lady  Managers, 
article  five  of  the  by-laws  attempts  to  confer  the  entire 
power  of  the  Board  of  Lady  Managers  when  not 
in  session.  It  is  upon  a  Sub-committee  of  this 
Committee  that  the  Commission  has  attempted  to 
bestow  like  imperial  power.  Surely  a  sub-com- 
mittee chosen  from  the  personal  appointees  of 
one  lady,  however  gifted,  and  however  dazzling  her 
social  position,  was  not  the  body  which  Congress  con- 
templated when  it  adopted  Section  6  of  the  Act  provid- 
ing for  the  World's  Commission,  to  exercise  the  func- 
tions of  the  Board  of  Lady  Managers  provided  for 
in  that  section.  The  attempt  to  substitute  this  little 
coterie  of  personal  appoiniees  for  the  magnificent 
body  of  representative  women  originally  selected  by 
the  Commission,  in  the  performance  of  the  duty  in 
that  behalf  imposed  upon  it,  when  coupled  with  the 
publicly  declared  policy  (declared  by  Mr.  Walker, 
the'attorney  for  the  President  of  the  Board  of  Lady 
Managers,  in  the  litigation  now  pending  in  the  United 
States  Circuit  Court  for  the  Northern  District  of  Illinois, 
upon  the  motion  to  remand  the  suit  instituted  by  Miss 
Couzins  to  the  State  Court  for  trial,  which  motion  was 
argued  May  11,  1891),  ttiat  no  further  meeting  of  the 
Board  of  Lady  Managers  is  ever  to  be  called ;  and  that 


21 

all  the  duties  of  that  Board  are  to  be  performed  in  per- 
petuity by  the  Executive  Committee  of  that  Board  or  a 
Sub-Committee  thereof ;  this  effort  furnishes  sufficient 
occasion  for  the  struggle  which  is  being  made  by  Miss 
Couzins  to  maintain  the  dignity  and  defend  the  rights 
of  the  Board  of  Lady  Managers;  gives  sufficient  concern 
to  those  who  have  believed  that  this  legislation  of  Con-  . 
gress  would  afford  a  fitting  opportunity  for  the  repre- 
sentative women  of  America  to  show  what  is  in  their 
power  when  called  upon  to  participate  in  the  transac- 
tion of  a  great  national  enterprise  like  this  Exposi- 
tion ;  and  who  now  behold  this  opportunity  about  to  be 
destroyed  by  an  effort  to  transfer  all  of  the  powers  of 
this  Board  of  Lady  Managers  to  a  single  woman,  acting 
in  conjunction  with  an  Executive  Committee,  so-called, 
or  a  Sub- Committee  of  such  Executive  Committee, 
illegally  appointed  by  herself ;  and  thus  acting  in  sub- 
jection to  the  Executive  Committee  of  the  Commission 
and  its  Director-General,  thus  becoming  merely  the  sub- 
ordinates of  certain  officers  of  the  Commission. 

VI. 

The  dispute  over  the  terms  of  by-law  five  having 
arisen,  and  also  there  being  some  dispute  as  to  the 
legality  of  the  organization  of  the  Executive  Committee 
of  the  Board  of  Lady  Managers,  a  meeting  of  that  Exe- 
cutive Committee  was  called  at  Chicago  on  the  13th  day 
of  April,  1891.  On  the  afternoon  of  the  14th  of  April, 
1891,  that  Committee  (the  Committee  named  by  the 
President  of  the  Board  of  Lady  Managers),  as  appears 
from  the  official  statements  of  the  action  of  the  Com- 
mittee, on  page  10,  "unanimously  adopted"  the  follow- 
ing preamble  and  resolutions : 

''WHEREAS,  The  Secretary  of  the  Board  of  Lady 
"Managers  of  the  Columbian  Commission  has  not  per- 


22 

"formed  in  an  acceptable   manner    the   duties  of   her 
"office,  and 

"WHEREAS,  Either  by  negligence  or  inattention, 
"the  minutes  of  the  November  session  have  been  gross- 
"ly  distorted, 

"WHEREAS,  She  has  taken  steps  to  have  printed,  at 
"the  expense  of  some  party  or  parties  other  than  the 
"Board  of  Lady  Managers,  the  alleged  minutes  of  that 
"body,  not  yet  approved  by  the  Committee  appointed  at 
"the  November  session  of  the  Board ;  and 

"WHEREAS,  She  has  incurred  unnecessary  expense 
"in  conducting  the  business  of  her  office,  and 

"WHEREAS,  She  has,  in  response  to  a  request  for  a 
"report, transmitted  to  this  Committee  a  communication 
"disrespectful  both  to  the  Board  of  Lady  Managers  and 
"the  Columbian  Commission;  and 

"WHEREAS,  She  has  written  disrespectful  letters  to 
"and  concerning  the  president  and  other  members  of 
"the  Board  of  Lady  Managers ;  and 

"WHEREAS,  She  has  given  expression  through  the 
"public  press  to  opinions  and  sentiments  that  tend  to 
"destroy  in  public  estimation  the  dignity  and  standing 
"of  the  Board  of  Lady  Managers ;  therefore  be  it 

"Resolved,  That  a  committee  of  three  be  appointed 
"to  notify  the  Secretary  of  the  Board  of  Lady  Mana- 
gers that  charges  have  been  preferred  against  her,  and 
"summon  her  to  appear  before  the  Executive  Committee 
"and  answer  said  charges  at  11  o'clock  to-morrow, 
"Wednesday,  April  15th." 

No  formal  charges  specifying  the  particular  offenses 
alleged  were  ever  filed  or  presented  to  Miss  Couzins. 
No  reasonable  opportunity  to  her  to  attend  and  present 
her  side  of  the  case,  and  bring  her  witnesses  forward,  or 
produce  her  documentary  «vidence,  was  ever  afforded 
her.  On  the  contrary,  the  so-called  executive  commit- 


tee  of  the  Board  of  Lady  Managers,  according  to  its  of- 
ficial statement,  signed  by  its  members  without  any 
notice  whatever  to  Miss  Couzins  which  the  law  would 
regard  for  one  moment,  investigated  certain  charges 
against  her  in  her  absence,  the  charges  not  even  being 
in  writing  and,  without  giving  her  the  opportunity  to 
meet  her  accuser,  adopted  a  series  of  resolves,  adjudg- 
ing her  to  be  guilty  as  charged ;  and  then  invited  her  to 
come  before  these  judges  who  had  already  pro- 
nounced judgment,  and  answer  the  charges  at  11 
o'clock  on  the  following  morning;  giving  her,  in  fact 
only  one  evening  to  prepare  to  meet  the  grave  accusa- 
tions preferred  against  her,  and  requiring  her  to -meet 
these  charges  before  those  who  had  already  pronounced 
her  guilty  and  were  themselves  her  accusers.  As  a 
matter  of  fact  it  is  admitted  that  Miss  Couzins  was  not 
notified  of  this  action  taken  against  her  until  after  1 1 
o'clock  on  the  morning  of  the  15th  of  April,  at  which 
time  the  hour  for  her  appearance  to  answer  these 
charges  was  changed  to  3  o'clock  P'.  M.  of  the  same  day. 
Of  course  Miss  Couzins  did  not  venture  to  appear  before 
a  packed  court  that  had  .  already  determined  its  judg- 
ment, and  it  needs  no  argument  to  show  that  anything 
done  by  this  so-called  Executive  Committee  after  the 
adoption  of  these  resolutions,  and  in  pursuance  thereof, 
would  be  illegal  and  without  the  shadow  of  authority 
for  its  support. 

'First  of  all  we  maintain  that  the  Executive  Com- 
mittee could  not  try  charges  against  Miss  Couzins  and 
depose  her  from  office,  she  being  elected  by  the  full 
Board  of  Lady  Managers,  and  her  election  having  been 
reported  to  and  ratified  by  the  Commission.  There  is 
nothing  in  the  by-laws  giving  to  the  Executive  Com- 
mittee the  power  to  try  charges  against  officers  of  the 
Board  of  Lady  Managers,  remove  such  officers  from 


24 

office,  if  found  guilty,  and  appoint  the  successor ;  and 
in  the  absence  of  the  express  granting  of  this  power  this 
Executive  Committee  could  not  legally  proceed  with  an 
investigation  of  these  charges  against  Miss  Couzins,  save 
possibly  for  the  sole  purpose  of  making  a  report  upon 
such  charges  to  the  full  Board  of  Lady  Managers,  when 
that  Board  should  meet.  As  a  matter  of  fact,  Miss 
Couzins  not  appearing  on  Wednesday,  April  15th,  at 
3  o'clock?.  M.,  she  was,  by  the  grace  of  her  accusers,  the 
so-called  Executive  Committee,  given  one  hour  further 
to  appear  and  answer ;  and  inasmuch  as  she  still  re- 
mained "contumacious"  at  the  end  of  that  little  hour, 
this  Executive  Committee  proceeded  to  vote  her  depo- 
sition from  office. 

Thereafter  this  Committee  sought  to  secure  some 
sanction  for.its  illegal  and  unauthorized  conduct  in  this 
matter  by  laying  a  record  of  its  proceeding  before  the 
Board  of  Reference  and  Control ;  and  by  that  Board 
Miss  Cousins  was  notified  to  appear,  and  was  advised 
that  she  would  be  allowed  a  hearing  of  one  hour.  Her 
reply  was  a  bill  for  an  injunction,  filecl  under  advice 
of  counsel,  in  the  Circuit  Court  of  Cook  County,  against 
the  Board  of  Reference  and  Control,  the  President  of  the 
Board  of  Lady  Managers,  and  so-called  Secretary  of  the 
so-called  Executive  Committee,  who  had  been  appointed 
by  such  Executive  Committee  substantially  to  occupy 
the  office  to  which  Miss  Couzins  was  elected  by  the 
Board  of  Lady  Managers. 

In  her  fight  in  this  case  Miss  Couzins  is  not  simply 
struggling  to  retain  the  office  on  account  of  its  emolu- 
ments, or  a  personal  advantage  which  she  might  derive 
from  the  exercise  of  its  prerogatives,  the  performance  of 
its  duties.  She  is  insisting  that  she  holds  her  commis- 
sion by  virtue  of  the  action  of  the  Board  of  Lady  Man- 
agers, and  that  that  Board  must  pass  upon  the  ques- 


tion  of  her  retention  of  office,  and  as  to  whether  she 
has  faithfully  performed  all  the  duties  devolved  upon  her 
by  her  election  as  the  Secretary  of  the  Board  of  Lady 
Managers.  And  she  is  doing  this  because  she  refuses  to 
be  a  party,  even  by  acquiescence,  to  a  course  of  pro- 
cedure, the  necessary  tendency  of  which  (if  not  the 
intention)  is  toward  the  destruction  of  the  organization 
itself — the  elimination  of  the  Board  of  Lady  Managers 
from  all  active  participation  in  the  work  of  the  Commis- 
sion and  the  Exposition  to  be  held  under  its  .super- 
vision ;  the  substitution  for  that  Board  of  a  small  com- 
mittee holding  their  positions  by  virtue  of  personal 
appointment,  and  by  the  tenure  of  personal  favor. 

She  has  made  an  appeal  to  the  Courts,  believing 
that  the  proceedings  which  have  been  carried  on  against 
her  are  arbitrary,  illegal,  revolutionary ;  and  she  insists 
that  until  the  Courts  have  spoken  authoritati  vely  upon  the 
questions  presented,  she  is  entitled  to  exercise  the  func- 
tions, perform  the  duties  and  draw  the  salary  attach- 
ing to  the  position  to  which  she  was  elected  by  the 
Board  of  Lady  Managers  November  20th,  1890. 
Respectfully  Submitted, 

W.  P.  BLACK, 
C.  B.  WAITE. 
Solicitors  for  Miss  Phoebe  W.  Couzins. 


26 


MR.    RAE'S   ARGUMENT. 


There  is  little  that  can  be  added  in  the  matter  of 
Miss  Couzin's  application  to  the  Secretary  of  the  Treasury 
for  the  payment  of  her  salary,  to  the  very  able  state- 
ment and  argument  of  Hon.  C.  B.  Waite  and  William 
P.  Black,  Esq.,  and  all  that  is  thought  necessary  in  this 
informal  opinion  that  is  asked  of  us,  is  to  give  a  general 
outline,  supported  by  such  authorities  as  will  aid  the 
Secretary  of  the  Treasury  in  determining  her  right  to 
her  salary  as  such  secretary. 

The  act  of  Congress  of  the  25th  of  April,  1890, 
creating  the  World's  Columbian  Commission,  was 
framed  upon,  and  follows  in  many  particulars  the  ver- 
biage of  the  act  of  March  3rd,  1871,  and  the  act  of  June 
1st,  1872,  amendatory  thereof,  creating  the  United 
States  Centennial  Commission.  This  last  act  of  June 
1st,  1872,  which  gave  to  the  Centennial  Commission 
the  power  to  create  a  corporation,  called  "  The  Centen- 
nial Board  of  Finance,"  to  co-operate  with  the  Commis- 
sion, is  very  similar  in  its  scope  and  effect  to  section  6  of 
the  act  of  Congress  creating  the  World's  Columbian  Com- 
mission, in  which  this  Commission  is  authorized  and 
required  to  appoint  a  Board  of  Lady  Managers  of  such 
number,  and  to  perform  such  duties  as  may  be  pre- 
scribed by  said  Commission.  It  can  not  be  questioned 
but  that  the  commissioners  are  public  officers  of  the 
United  States,  holding  "  offices  of  trust  and  profit " 
under  the  United  States'.  Not  only  to  them  are  con- 
fided various  delicate  and  important  duties  and  func- 
tions, in  the  highest  degree,  authoritative,  discretion- 
ary and  final  in  character,  but  also  of  'an  executive  and 
judicial  character.  This  Commission  was  created  not 
for  the  service  of  any  particular  state  or  section,  but  for 


27 

the  interest  of  all  the  States  united.  The  commis- 
sioners were  appointed  under  the  act  by  the  President 
and  are  commissioned  like  other  state  officers.  To 
them  are  confided  the  honor  and  reputation  of  the  Uni- 
ted States,  pledged  for  the  proper  management  of  the 
exposition  to  its  own  citizens  and  to  foreign  nations.  It 
holds  a  very  delicate  and  important  trust,  of  such  a 
public  and  national  design  as  to  clearly  class  it  as  a 
quasi  corporation  of  a  public  and  not  of  a  private  char- 
acter. 

In  re  Corlis,  11  Rhode  .Island,  638;  S.  C.  23  Am. 
Rep.,  538.  • 

In  re  Attorneys,  &c.,  20th  Johns,  (N.  Y.),  492. 
State  vs.  Valle,  41  Mo.,  31. 
Shelley  vs.  Alcorn,  36  Miss.,  273. 
Vaugh-vs.  English,  8  Call.,  39. 

Notwithstanding  the  doubtful  right  of  Congress  to 
create  corporations  generally  by  implication,  the  Com- 
mission, itself,  is  such  a  corporation. 

In  re  Corlis,  supra. 

Dunn  vs.  Oregon  University,  9  Oregon,  357. 

As  such  public  corporation  it  is  to  be  governed  by 
the  laws  applicable  to  such  corporations  or  public 
bodies,  and  the  powers  bestowed  upon  it,  like  all  powers 
bestowed  on  such  public  corporations,  as  contradis- 
tinguished from  those*  that  are  private,  are  to  be 
strictly  construed. 

Vase  vs.  Dean,  T  Mass.,  280. 
Mayor  of  Baltimore,  38  Md.,  282. 

Under  the  6th  article  of  the  act  by  which  it  is 
created,  it  is  made  mandatory  upon  it  to  appoint  a 


25 

Board  of  Lady  Managers  and  to  prescribe  to  such  board 
certain  duties  which  it  is  to  perform.  That  it  should 
appoint  such  a  board  is  obligatory  and  the  duties  which 
it  is  to  prescribe  are  discretionary.  In  prescribing  these 
duties,  judgment  and  discretion  must  be  exercised  by 
the  commission,  and  by  it  alone.  These  obligations 
and  powers  can  not  be  delegated. 

Birdsall  vs.  Clark,  73  N.  Y.  73 ;  S.  C.  29  Am.  Rep., 
151. 

Matthews  vs.  Alexander,  68  Mo.,  115. 

Clark  vs.  Washington,  12  Wheaton,  54, 

Supervisors  vs.  Bust,  77,  111.,  59. 

State  vs.  F^ke,  9  R.  I.,  91. 

Re.  vs.  Forrest,  8  Term,  Rep.,  38. 

Bailey  vs.  Grisley,  8  East.,  319. 

Hatch  vs.  Clark,  Times  (N.  S.)  73.  In  re  Liver- 
pool Household  62,  law. 

In  exercising  powers  of  public  trust  or  agency,  they 
must  be  exercised  by  a  majority  of  a  quorum  of  the 
whole  body,  and  such  quorum  must  meet  and  confer,  or 
if  absent,  must  ratify.  The  public  is  entitled  to  have 
a  joint  consultation  and  not  an  exercise  of  discretion 
without  such  meeting  and  conference. 

Cooley  vs.  O'Connor,  12 -Wall,  391. 
Curtis  vs.  Butler,  24  How.,  435. 

It  is  ministerial  duties  alone  that  may  be 
delegated. 

Abrams  vs.  Ervin,  9  Iowa,  87. 
Edwards  vs.  Water  Commissioners,  25  Hunh  (N. 
Y.)  428. 

McCortle  vs.  Bates,  29  0.  St.,  419. 

The  parent  body — the  World's  Columbian  Com- 
mission— being  a  public  corporation  or  body  exercising 


29 

functions  in  trust  for  the  benefit  of  the  whole' of  the 
United  States,  in  following  the  requirements  of  section 
six,  by  appointing  a  Board  of  Lady  Managers  and  pre- 
scribing their  duties  in  the  appointment  and  prescrip- 
tion, its  power  was  exhausted  unless  perhaps  such 
board  when  created  should  become  extinct  and  a 
vacancy  occur. 

People  vs.  Bisssl,  49  Call,  4<>7. 

It  would  not  be  in  the  power  of  the  Commission,  hav- 
ing appointed  a  Board  of  Lady  Managers  as  contemplated 
by  the  act,  to  create  any  other  similar  Board,  nor  could 
they  bestow  upon  any  committee  or  Hher  body  the  power 
to  prescribe  the  duties  to  be  performed  by  the  Board  of 
Lady  Managers,  or  to  regulate   such  Board  in  the  per- 
formance of  its  duties.     It  is  evidently  the  intention  of 
the  act  of  Congress  that  the  Ladies'  Board  when  created 
should  have  a  separate  and'  distinct  organization,  pos- 
sessing certain  powers  independent  of,  and  if  necessary, 
antagonistic   to  the   Commission  itself.     In   all   cases, 
where  prizes  are  to  be  awarded  for  exhibits  produced  in 
whole  or  in  part  by  female  labor,  such  Board  has  the  ab- 
solute right  to  appoint  one  or  more  members  on  all  com- 
mittees authorized  to  award  such  prizes,  whether  such 
appointment  might  meet  with  the  approval  of  the  Com- 
mission or  not.     In  the  face  of  such  contemplated  in- 
dependence and  freedom  of   action  on  the  part  of  the 
Board,  it  would  be  illogical  to  suppose  that  Congress  in- 
tended to  confer  upon  the  Commission  such  powers  as 
would  trammel,  influence  or  modify  the  free  discretion 
confided  to  the  Board  of  Lady  Managers  in  the  appoint- 
ment of  such  members  of  such  committees.     It  was  not 
intended  that  the  Commission  should  meddle  with  the 
Board  of  Lady  Managers  in  the  performance  of  the  duties 
prescribed  by  the  Commission,  or  the  powers  conferred 


30 

by  the  6th  section  of  the  act  of  Congress  giving  them  the 
right  to  appoint  such  committees. 

When  the  Commission  called  into  being  the  Board 
of  Lady  Managers,  such  Board  became  an  independent 
body  having  a  perfect  autonomy  and  subject  to  no  law 
except  that  prescribed  by  itself,  as  to  the  manner  of  the 
performance  of  such  duties  as  might  be  prescribed  by 
said  Commission  or  by  said  act  of  Congress. 

It  is  the  duty  of  the  President  of  the  United  States 
by  and  with  the  advice  and  consent  of  the  Senate,  to  ap- 
point federal  public  officers,  to  perform  such  duties  as 
may  be  prescribed  by  Congress,  or  even  sometimes  by 
the  President  hinjpelf ,  yet  no  one  would  suppose  that  the 
President  of  the  United  States  having  appointed  such  an 
officer,  could  in  any  way  intermeddle  so  as  to  supplant 
or  control  such  officer  in  the  performance  of  such  duties. 
No  such  concurrent  power  is  contemplated  or  conferred. 
The  appointment  of  the  Judges  of  the  Supreme  Court  of 
the  United  States  is  thrown  on  the  President  of  the 
United  States,  to  be  confirmed  by  the  Senate,  but  after 
such  appointment  and  confirmation  it  would  not  be  tol- 
erated in  any  free  country,  governed  by  fixed  laws,  that 
the  President  of  the  United  States,  though  having  the 
appointing  power,  should  in  any  way  supervise  or  control 
the  rules  of  practice  of  the  Supreme  Court  of  the  United 
States  (which  are  in  the  nature  of  by-laws)  on  account 
of  having  such  appointing  power,  nor  could  he  form  one 
of  their  number. 

The  Commission  itself  met  and  elected  the  Hon. 
Thomas  W.  Palmer,  president,  and  Mr.  Dickinson,  secre- 
tary, and  then  passed  by-laws  and  appointed  an  execu- 
tive committee  and  adjourned.  Would  any  one  suppose 
for  a  moment  that  such  officers,  when  elected,  or  the 
public  would  tolerate  an  attempt  on  the  part  of  the 
executive  committee,  during  vacation  of  the  Commission 


or  at  any  time,  to  remove  such  officers  from  .office  and 
install  in  their  places  the  unsuccessful  candidates  or  any 
one  else  ? 

If  then  the  Board  of  Lady  Managers  is  a  separate 
independent  body  created  by  the  act  of  Congress,  and 
appointed  by  the  Commission,  which  is  a  public  body,  it, 
like  its  parent  body,  is  also  a  public  body,  having  like 
public  duties,  and  of  an  independent  character,  to  per- 
form in  reference  to  the  objects  of  said  Commission  and 
Exposition.  And  the  same  law  applicable  to  the  Com- 
mission applies  to  the  Board  of  Lady  Managers.  In  all 
cases  where  it  is  to  exercise  judgment  and  discretion 
such  power  cannot  be  delegated.  Th%  public  trust  con- 
fided to  it  must  always  be  executed  by  a  majority  of  a 
quorum,  which  must  meet  to  confer,  or  must  meet  and 
ratify.  In  the  election  of  its  officers  it  necessarily  ex- 
ercises judgment  and  discretion,  and  this  must  be  done 
by  the  Board  alone,  and  not  through  the  agency  of 
committees. 

All  such  public  bodies  must,  in  the  absence  of  any 
authority  in  the  act  of  its  creation,  make  and  prescribes 
its  own  bj  -laws.  The  power  to  make  by-laws  when  the 
charter  is  silent,  is  lodged  in  the  members  at  large. 

Morton  vs.  The  Gravel  Road  Co.     51  Ind.  4. 

People  vs.  Crossley  69  111.  195. 

Commonwealth  vs.  Woeper,  3  Sarg.  &  K..29     S.  C. 
8  Am.  Dec.  028. 

Juker  vs.  Commonwealth,  20  Penn.  St.  484. 

Carney  vs.  Andrews,  10  N.  J.  Eq.  70. 

It  is  plain  then  that  the  officers  of  the  Board  of  Lady 
Managers  must  be  elected  by  the  Board  itself,  and  not 
through  the  instrumentality  of  an  executive  committee, 
and  that  such  power  cannot  be  delegated  to  an  execu- 
tive committee  or  other  sub-committee,  nor  can  it  be 
delegated  by  a  by-law  unless  expressly  authorized  by 


its   charter   to    do  so.     If   the  power  was    confided  to 
an  executive  committee  to  undo  in    a  matter    of  judg- 
ment and  discretion  what  has  been  done  by  the  whole 
Board  or  a  majority  of  a  quorum  of  such  a   Board,  it 
might  be  subject  to  gross  abuse  and    open  a  wide    door 
to  fraud   of   the   grossest    kind.      There    is   no  better 
illustration    than    this    case    affords   of    such    danger 
and  injustice.     At  the  organization  of  the  Ladies'  Board, 
Miss  Couzins,  Mrs.  Palmer  and  Mrs*  Logan  were  oppos- 
ing candidates  for  chairman  of  the  Board.     Miss  Couz- 
ins withdrew  from  such  candidacy    and  assisted  in  the 
election  of  Mrs.  Palmer  for  that  place,  in  consequence 
of  which  Mrs.  Log§n  was  defeated.     Upon  the   election 
had  for  secretary    of    the    Board    Miss    Couzins    had 
among  others  as  her   opponent,  Mrs.  Cook,  who  subse- 
quently, upon   the  attempted  removal  of  Miss  Couzins 
from  office,  was  installed  as  secretary  de  facto,  by   the 
executive    committee.     By  the  exercise    of  a  doubtful 
and  disputed  power  the   executive    committee,    as  at 
present  constituted,  is  made   up    entirely  of   members 
appointed  by  Mrs.  Palmer,  the  majority  of  whom  voted 
for  Mrs.  Cook  as  secretary  of  the  Board,  and  soon  after 
the  Board  adjourns,  after  having  expressed  its  judgment 
by  the  election  of  Miss  Couzins  instead  of  Mrs.  Cook,  as 
its  secretary,  the  executive    committee  which   is  com- 
posed of  twenty-five  members,  attempts  to    change    the 
result  of  that  election,  by  the  deposition  of  the  secretary 
elected  by   the    whole  board,    being  composed    of  115 
members,  and  who  at  the  election  held  gave  Miss  Couz- 
ins a  majority  of  19  over  her  competitor,  Mrs.  Cook,and 
a  majority  over  all,  and  the  installation    of  Mrs.    Cook 
into  the  office,  thus,  nullify  ing  all  that  the  Board  had  so 
recently  done  in  a  solemn  election  held  for  that  purpose. 
It  is  not  a  question  whether  Miss  Couzins  or  Mrs.    Cook 
is  better  qualified  for  the    office  or    more  acceptable  to 


the  chairman  and  executive  committee,  but  it  is  a  ques- 
tion of  the  power  of  a  small  fraction  of  the  Board  to 
undo  all  that  the  whole  Board  has  done,  in  a  matter  re- 
quiring the  exercise  of  the  judgment  and  discretion  of 
the  whole  Board.  It  cannot  be  supposed  that  the  whole 
Board  met  and  elected  a  chairman  and  secretary  over- 
all their  respective  rivals,  and  then  left  it  to  an  incon- 
siderable and  insignificant  number  of  its  members  after 
its  adjournment  to  make  such  election  futile  by  the 
removal  of  such  elected  chairman  or  secretary,  and 
the  installation  of  other  persons.  It  is  still  more  ab- 
surd to  suppose  that  the  Board  intended  that  such  power 
should  be  exercised  against  those  wliom  it  had  elected, 
and  in  favor  of  those  whom  it  had  rejected. 

If  the  premise  is  correct,  that  the  Board  is  an  in- 
dependent public  body  with  perfect  freedom  within  the 
exercise  of  its  legitimate  powers  to  act  independent  of 
the  control  of  the  Commission,  then  it  is  not  in  the  power 
of  the  Commission  itself,  nor  in  the  power  of  its  execu- 
tive committee,  nor  its  committee  of  arbitration  and 
control,  to  in  any  manner  interfere  with  the  free  exercise 
of  such  powers.  It  is  the  evident  intention  of  the  act 
that  the  Board  of  Lady  Managers  should  continue  in 
being  and  in  the  active  performance  of  its  duties  up  to 
and  after  the  time  of  the  awarding  prizes  on  such  exhib- 
its as  shall  be  produced  in  whole  or  in  part  by  female 
labor.  It  was  evidently  the  intention  of  Congress  that 
it  should  so  exist  and  should  meet  and  exercise  the 
powers  conferred  upon  it  by  Congress,  us  well  aa  the 
duties  to  be  prescribed  for  it  by  the  Commission.  And 
as  these  duties  require  the  exercise  of  judgment  and 
discretion,  powers  that  must  be  exercised  by  the  bodj 
itself,  it  was  never  intended  that  the  executive  com- 
mittee should  receive  by  delegation  these  high  and  im- 
portant trusts.  In  matters  purely  ministerial,  to  carry 


34 

rat  the  will  and  pleasure  of  the  board  itself,  the  execu- 
tive committee  may  act,  but  in  those  important  and 
substantive  duties  which  inherently  belong  to  the  public 
body,  quasi  politic,  the  body  itself  must  act.  It  is  a 
familiar  principle  of  law  that  the  directors  of  a  corpo- 
ration cannot  generally  delegate  their  authority  and 
power  to  others. 

Beach  on  private  corporations,  384,  Sec.  229  &  230. 

And  even  in  private  corporations  it  was  found 
necessary  in  England  under  what  is  known  as  the  Com- 
pany's Clause  Act  of  1845,  to  delegate  powers  to  execu- 
tive committees.  But  in  public  bodies,  municipal  or 
otherwise,  both  in  England  and  elsewhere,  executive 
committees  cannot  pass  ordinances  or  elect  or  remove  a 
chairman  or  secretary  of  the  corporation  itself,  whether 
it  be  a  quasi  corporation,  or  a  municipal  corporation 
like  the  city  council,  etc.  It  would  be  a  new  doctrine 
incorporated  in  parliamentary  law  for  an  executive  com- 
mittee of  the  senate  of  the  United  States,  duriffg  a  va- 
cation of  Congress,  to  elect  a  President  of  the  senate  or 
its  clerk. 

Sheridan  Electric  Light  Company,  vs.  Challin 
bank,  59  Hunn,  575. 

Bandleich,  vs.  National  Bank,  2  Met.  163. 

Ives   vs.  Smith,  8  N.  Y.  205. 

Ee  vs.  Forest,  8  T.  E.  38. 

Balleye  vs.  Grisiey.  8  East.  319.     . 

Hatch  vs.  Clark. 

In  re  Liverpool  Household,  etc.  62  L.  T.,  (N.  S.) 
73. 

EQBEBT  EAE. 
Chicago,  June  9,  1891. 


1 


U 


